Re: Consent and AgreementConsent and Agreement • September 1st, 2015 • Pedevco Corp • Oil & gas field exploration services
Reference is made to that certain Note Purchase Agreement, dated March 7, 2014 (the “NPA”), by and among BRe BCLIC Primary, BRe BCLIC Sub (“BCLIC Sub”), BRe WNIC 2013 LTC Primary (“WNIC Primary”), BRe WNIC 2013 LTC Sub (“WNIC Sub”) and RJ Credit LLC (“RJC”) (collectively, the “Purchasers”), BAM Administrative Services LLC, as agent for the Investors (the “Agent”), and PEDEVCO Corp. (the “Company”), pursuant to which the Company issued Senior Secured Promissory Notes to each of the Purchasers (collectively, but excluding the Heartland Note as defined below, the “Notes”). On March 19, 2015, BRe WNIC 2013 LTC Primary transferred a portion of its Note to Heartland Bank (“Heartland”) and the Company reissued a replacement note to Heartland (the “Heartland Note”). On April 1, 2015, BRe BCLIC Primary transferred the entirety of its Note to Senior Health Insurance Company of Pennsylvania (“SHIP” and, collectively with the Purchasers and Heartland, the “Investors”). Reference is also made to th
August 28, 2015Consent and Agreement • September 1st, 2015 • Pedevco Corp • Oil & gas field exploration services
ContractWarrant Agreement • September 1st, 2015 • Pedevco Corp • Oil & gas field exploration services • New York
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 1st, 2015 • Pedevco Corp • Oil & gas field exploration services • Texas
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is executed as of this August 28, 2015 and effective as of August 17, 2015 (the “Effective Date”) by and among DOME ENERGY, INC., a Texas corporation (the “Company”), DOME ENERGY AB, a Swedish corporation and the sole shareholder of the Company (“DOME AB”), PEDEVCO CORP., a Texas corporation (“PEDEVCO”), and PEDEVCO ACQUISITION SUBSIDIARY, INC., a Texas corporation and wholly-owned subsidiary of PEDEVCO (“Acquisition Subsidiary”). Capitalized terms used below and otherwise not defined herein shall have the meanings given to them in the Reorganization Agreement (as defined below).
